FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1998 Commission File Number 333-60319-01
FCB/SC CAPITAL TRUST I
----------------------
(Exact name of registrant as specified in its charter)
DELAWARE 57-6519719
- ------------------------------------ ------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1230 MAIN STREET
COLUMBIA, SOUTH CAROLINA 29201
- -------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (803) 771-8700
---------------
NO CHANGE
----------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ X ] NO [ ]
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this form with the reduced disclosure
format.
<TABLE>
<CAPTION>
FCB/SC CAPITAL TRUST I
- -------------------------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEET - UNAUDITED (DOLLARS IN THOUSANDS)
September 30,
1998
--------------
<S> <C>
ASSETS
Junior subordinated debentures 51,547
Interest receivable 66
--------------
TOTAL ASSETS $ 51,613
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities $ 23
Capital securities 50,000
--------------
TOTAL LIABILITIES 50,023
CAPITAL
Surplus 1,547
Undivided profits 43
--------------
TOTAL STOCKHOLDERS' EQUITY 1,590
--------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 51,613
==============
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF INCOME - UNAUDITED
(DOLLARS IN THOUSANDS)
Nine months ended
September 30,
1998
------------------
<S> <C>
INTEREST INCOME
Interest due from parent $ 2,220
INTEREST EXPENSE:
Interest on capital securities $ 2,154
------------------
Income before income taxes 66
Income taxes 23
------------------
NET INCOME $ 43
==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FCB/SC CAPITAL TRUST I
- -------------------------
STATEMENT OF CASH FLOWS - UNAUDITED
(DOLLARS IN THOUSANDS)
September 30,
1998
---------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 43
Increase in interest accrued but not collected (66)
Increase in accrued interest payable 23
---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 0
===============
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from capital securities of subsidiary trust 50,000
Issuance of junior deferrable interest debentures (51,547)
Net proceeds from common securities 1,547
---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 0
===============
NET CHANGE IN CASH 0
CASH AT BEGINNING OF PERIOD 0
---------------
CASH AT END OF PERIOD $ 0
===============
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN EQUITY - UNAUDITED
Total
Undivided Stockholders'
Surplus Profits Equity
--------------- --------- -------------
<S> <C> <C> <C>
Balance at December 31, 1997 $ 0 $ 0 $ 0
Net income 43 43
Issuance of junior deferrable interest debentures 1,547 1,547
--------------- --------- -------------
Balance at September 30, 1998 $ 1,547 $ 43 $ 1,590
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE TRUST
FCB/SC Capital Trust I ("Trust"), was created on March 12, 1998 and funded on
March 24, 1998. The Trust is a wholly owned subsidiary of First Citizens
Bancorporation of South Carolina, Inc. ("Bancorporation"). The Trust is a
statutory business trust created under the laws of the state of Delaware,
pursuant to the filing of a certificate of trust with the Delaware Secretary of
State. The Trust is governed by a Trust Agreement between Bancorporation, as
Depositor, Bankers Trust (Delaware), as Delaware Trustee, Bankers Trust Company,
as Property Trustee; the Administrators (as named herein); and the holders from
time to time of undivided beneficial interests in the assets of the Trust. Two
individuals have been selected by the holders of the Trust's Common Securities
to act as administrators with respect to the Trust ("Administrators"). The
Trust exists for the following exclusive purposes: (i) to issue and sell the
Trust Securities, (ii) to use the proceeds from the sale of the Trust Securities
to acquire the Junior Subordinated Debentures, and (iii) to engage in only those
other activities necessary, convenient or incidental thereto (such as
registering the transfer of Trust Securities). Accordingly, the Junior
Subordinated Debentures are, and will be, the sole assets of the Issuer Trust,
and payments under the Junior Subordinated Debentures will be the sole source of
revenue of the Trust.
MANAGEMENT'S OPINION
The preceding financial statements are unaudited. In the opinion of management,
all adjustments (none of which were other than normal accruals) necessary for a
fair presentation of financial statements have been included.
INCOME TAXES
In the opinion of the Trust's tax counsel, under current law and assuming
compliance with terms of the Trust Agreement, the Trust is classified as a
grantor trust and not as an association taxable as a corporation for federal
income tax purposes. The preceding not withstanding, the Trust will file a
consolidated federal tax return with its parent company, Bancorporation, for
1998.
CAPITAL SECURITIES
Pursuant to the terms of the Trust Agreement for the Trust, the Trustees of the
Trust have issued the Capital Securities and the Common Securities. The Capital
Securities represent preferred undivided beneficial interests in the assets of
the Trust, and holders thereof are entitled to a preference in certain
circumstances with respect to Distributions and amounts payable on redemption or
liquidation over the Common Securities, as well as other benefits as described
in the Trust Agreement.
Page 4
<PAGE>
JUNIOR SUBORDINATED DEBENTURES
The Junior Subordinated Debentures were issued under the Junior Subordinated
Indenture, under which Bankers Trust Company is the Debenture Trustee.
Concurrently with the issuance of the Capital Securities, the Trust invested the
proceeds thereof, together with the consideration paid by Bancorporation for the
Common Securities, in Junior Subordinated Debentures ("Debentures") issued by
Bancorporation. The Debentures bear interest, which have accrued from the date
of original issuance, at a rate of 8.25%, payable semi-annually, in arrears, on
the 15th day of March and September of each year, beginning September 15, 1998.
It is anticipated that, until the liquidation, if any, of the Trust, each
Debenture will be registered in the name of the Trust and held by the Property
Trustee in trust for the benefit of the holders of the Trust Securities. The
amount of interest payable for any period less than a full interest period will
be computed on the basis of a 360-day year of twelve 30-day months and the
actual days elapsed in a partial month in such period. The amount of interest
payable for any full interest period will be computed by dividing the rate per
annum by two. If any date on which the interest is payable on the Debentures is
not a business day, then payment of the interest payable on such date will be
made on the next succeeding day that is a business day. Accrued interest that
is not paid on the applicable interest date will bear additional interest on the
amount thereof (to the extent permitted by law) at a rate equal to 8.25% per
annum, compounded semi-annually and computed on the basis of a 360-day year of
twelve 30-day months and actual days elapsed in a partial month in such period.
The amount of additional interest payable for any interest period will be
computed by dividing the rate per annum by two. The Debentures mature March 15,
2028.
The Debentures are unsecured and rank junior and subordinate in right of payment
to all Senior Indebtedness of Bancorporation. The Debentures are not subject to
a sinking fund and are not eligible as collateral for any loan made by
Bancorporation.
MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
(dollars in thousands)
The income for the period ended September 30, 1998 was $43. During this period,
the Trust accrued $2,220 in interest revenue, $2,154 in interest expense and
$23 in income taxes.
YEAR 2000
The year 2000 ("Y2K") issue confronting Bancorporation and its suppliers,
customers, customers' suppliers and competitors centers on the inability of
computer systems to recognize the year 2000. Many existing computer programs
and systems originally were programmed with six digit dates that provided only
two digits to identify the calendar year in the date field. With the impending
new millennium, these programs and computers will recognize "00" as the year
1900 rather than the year 2000. These problems also may arise from other
sources as well, such as the use of special codes and conventions in software
that make use of the date field. The Trust does not own any computers or
equipment and all Y2K issues are being handled by Bancorporation. Therefore,
there are no assessments of Y2K issues, costs or contingency plans for the
Trust.
Page 5
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not Applicable.
Item 2. Changes in Securities.
Not Required
Item 3. Defaults upon Senior Securities.
Not Required
Item 4. Submission of Matters to a Vote of Security Holders.
Not Required
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the period ended September 30,
1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FCB/SC CAPITAL TRUST I
(Registrant)
Dated: 11/10/98 By: /s/ Jay C. Case
-------- ------------------------------
Jay C. Case, Treasurer
Administrator
Page 6
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 0
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 51613
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 23
<LONG-TERM> 50000
0
0
<COMMON> 0
<OTHER-SE> 1590
<TOTAL-LIABILITIES-AND-EQUITY> 51613
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 2220
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 2154
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 66
<INCOME-PRE-EXTRAORDINARY> 66
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
